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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           
                                     FORM 10-K/A
                                   AMENDMENT NO. 1
(MARK ONE)
   /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED 
          DECEMBER 31, 1996 OR 


          TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD 
          FROM ___________________ TO ___________________.

COMMISSION FILE NUMBER 0-20726

                                    CORTECH, INC.
               (Exact name of registrant as specified in its charter) 

                DELAWARE                               84-0894091     
      (State or other jurisdiction                  (I.R.S. Employer  
    of incorporation or organization)             Identification No.) 
                                                                      
        6850 N. BROADWAY, SUITE G                        80221        
             DENVER, COLORADO                          (Zip Code)     
(Address of principal executive offices)

                                (303) 650-1200
              (Registrant's telephone number, including area code)
                                        
       Securities registered pursuant to Section 12(b) of the Act:  None
                                        
          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.002 par value

                             --------------------

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.                                
                               Yes  /X/  No 
                                   -----    -----

Indicate by check mark if disclosure of delinquent filers pursuant to item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  /X/   

The aggregate market value of the voting stock held by nonaffiliates of the 
registrant, based upon the closing price on the Nasdaq National Market, was 
approximately $20 million as of February 28, 1997.    

The number of shares of Common Stock outstanding as of February 28, 1997, was 
18,518,079.

                         DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive Proxy Statement for the registrant's 
Annual Meeting of Stockholders, to be held on May 28, 1997, are incorporated 
by reference to the extent stated herein.
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                       ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


Exhibit                 Description              
-------                 -----------

10.55   -     Amendment No. 1 To Executive Officers' Severance Benefit Plan

10.56   -     Separation Agreement dated December 18, 1996, between the Company
              and Gilbert W. Carnathan 


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                                      SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this 
Amendment to be signed on its behalf by the undersigned, thereunto duly 
authorized, on this 31st day of March, 1997.

                                CORTECH, INC.


                                By:             /s/ JOSEPH L. TURNER
                                   ---------------------------------------------
                                                  Joseph L. Turner
                                    VICE PRESIDENT OF FINANCE AND ADMINISTRATION
                                          AND PRINCIPAL ACCOUNTING OFFICER

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